Common use of HSR Filings Clause in Contracts

HSR Filings. The Parties shall each, as promptly as practicable after the Execution Date, file or cause to be filed with the U.S. Federal Trade Commission and the U.S. Department of Justice any notifications required to be filed under the HSR Act (the “HSR Filings”) with respect to the transactions contemplated hereby; provided that the Parties shall each make the HSR Filing within [**] after the Execution Date. The Parties shall use their reasonable best efforts to respond promptly to any requests for additional information made by such agencies, and to cause the waiting period (and any extension thereof) under the HSR Act to terminate or expire at the earliest possible date after the date of filing, including by requesting early termination of the waiting period. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filing; and Sanofi shall be responsible for paying the filing fee required under the HSR Act. Notwithstanding anything in this Agreement to the contrary, this Agreement (other than this Article 12 and Section 10.3, which are binding and effective as of the Execution Date) shall become effective (unless terminated prior to such date) [**] after the expiration or earlier termination of the waiting period (or any extension thereof) under the HSR (the date that is [**] after such expiration or earlier termination, the “Effective Date”). Subject to the foregoing sentence, upon the Effective Date the full Agreement and all its terms and provisions shall be automatically effective and binding on both Parties. If, on the [**] after the date of filing under the HSR Act the waiting period (and any extension thereof) required thereunder has not expired or been terminated, either Party shall have the right, on written notice to the other Party, to terminate this Agreement, and upon receipt of such notice by such other Party, this Agreement shall be null and void and have no further force and effect.

HSR Filings. The Parties shall eachEach of Jounce and Celgene will, as promptly as practicable within [***] after the Execution Date, execution of a Development & Commercialization Agreement (or such later time as may be agreed to in writing by the Parties) file or cause to be filed with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any notifications HSR Filing required to be filed of it under the HSR Act (in the “HSR Filings”) reasonable opinion of either Party with respect to the transactions contemplated hereby; provided that the Parties shall each make the HSR Filing within [**] after the Execution Dateby such Development & Commercialization Agreement. The Parties shall use their reasonable best efforts cooperate with one another to respond promptly to the extent necessary in the preparation of any requests for additional information made by such agencies, and to cause the waiting period (and any extension thereof) under the HSR Act to terminate or expire at the earliest possible date after the date of filing, including by requesting early termination of the waiting periodFiling. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filing; and Sanofi shall be responsible for paying its own costs, expenses, and filing fees associated with any HSR Filing; provided, however, the filing fee required under the HSR Act. Notwithstanding anything in this Agreement to the contrary, this Agreement Parties shall equally share all fees (other than this Article 12 and Section 10.3penalties that may be incurred as a result of actions or omissions on the part of a Party, which are binding and effective as penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR Filing. In the Execution Date) shall become effective (unless terminated prior to such date) [**] after event that the expiration or earlier termination of the waiting period (or any extension thereof) Parties make an HSR Filing under the HSR (the date that is [**] after such expiration or earlier terminationthis Section 3.2.2, the “Effective Date”). Subject to relevant Development & Commercialization Agreement shall terminate (i) at the foregoing sentenceelection of either Party, immediately upon the Effective Date the full Agreement and all its terms and provisions shall be automatically effective and binding on both Parties. If, on the [**] after the date of filing under the HSR Act the waiting period (and any extension thereof) required thereunder has not expired or been terminated, either Party shall have the right, on written notice to the other Party, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to terminate this enjoin the transactions contemplated by such Development & Commercialization Agreement, and or (ii) at the election of either Party, immediately upon receipt of such notice by such to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.2, none of the terms and conditions contained in a Development & Commercialization Agreement shall be null effective until the “Implementation Date,” which is agreed and void understood to mean the later of (A) the execution date of the Development & Commercialization Agreement, (B) if a determination is made pursuant to this Section 3.2.2 that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of the Development & Commercialization Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by a Development & Commercialization Agreement have expired or have been terminated; and have no further force (y) “HSR Filing” means a filing by Jounce and effectCelgene with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in the Development & Commercialization Agreement, together with all required documentary attachments thereto. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

HSR Filings. The Parties shall eachEach of the parties hereto covenants and agrees to use ----------- its reasonable commercial efforts to comply promptly with any applicable requirements under the HSR Act, as promptly as practicable after and rules and regulations promulgated thereunder, relating to filing and furnishing of information to the Execution DateFederal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), file the parties' actions to include, without limitation, (a) filing or cause causing to be filed with the U.S. Federal Trade Commission Notification and Report (the U.S. Department of Justice any notifications "HSR Report") required to be filed under by them, or by any other person that is part of the same "person" (as defined in the HSR Act Act) or any of them, and taking all other action required by the HSR Act; (b) coordinating the “filing of such HSR Filings”Reports (and exchanging drafts thereof) with respect so as to present both HSR Reports to the transactions contemplated hereby; provided that FTC and the Parties shall each make the HSR Filing DOJ within [**] after the Execution Date. The Parties shall use their reasonable best efforts to respond promptly to any requests for additional information made by such agencies, and to cause the waiting period (and any extension thereof) under the HSR Act to terminate or expire at the earliest possible date 10 business days after the date of filingexecution of this Agreement, including by requesting early termination or as soon thereafter as reasonably practicable, and to avoid substantial errors or inconsistencies between the two in the description of the waiting period. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filingtransaction; and Sanofi shall be responsible (c) using their reasonable commercial efforts to comply with any additional request for paying documents or information made by the filing fee required under FTC or the HSR ActDOJ or by a court and assisting the other party to so comply. Notwithstanding anything in this Agreement herein to the contrary, in the event that the consummation of the transactions contemplated under this Agreement (other than this Article 12 and Section 10.3is challenged by the FTC, which are binding and effective as the DOJ or any agency or instrumentality of the Execution Date) federal government by an action to stay or enjoin such consummation, then the parties shall become effective (unless terminated prior cooperate with each other, as reasonably requested, until either party does not reasonably believe that there are reasonable grounds to contest such date) [**] after the expiration or earlier termination of the waiting period (or any extension thereof) under the HSR (the date that is [**] after action, at which time such expiration or earlier termination, the “Effective Date”). Subject to the foregoing sentence, upon the Effective Date the full Agreement and all its terms and provisions shall be automatically effective and binding on both Parties. If, on the [**] after the date of filing under the HSR Act the waiting period (and any extension thereof) required thereunder has not expired or been terminated, either Party party shall have the rightright to terminate this Agreement and the Ancillary Agreements, on unless the other party, at its sole cost and expense, elects to contest such action, in which case the noncontesting party shall cooperate with the contesting party and assist the contesting party, as reasonably requested, to contest such action until such time as any party terminates this Agreement under this Section. In the event that a stay or injunction is granted (preliminary or otherwise), then either party may terminate this Agreement by prompt written notice to the other. If any other form of equitable relief affecting any party is granted to the FTC, the DOJ or other such agency or instrumentality, then the noncontesting party may terminate this Agreement by prompt written notice to the other Party, party. Upon any termination pursuant to terminate this Section 6.4 other than as a result of a breach of this Agreement, and upon receipt of such notice by such no party shall have any further obligation or liability to the other Party, party under this Agreement shall be null or the Ancillary Agreements. To effectuate the intent of the foregoing provisions of this Section 6.4, the parties agree to exchange requested or required information in making the filings and void in complying as above provided, and have no further force and effectthe parties agree to take all reasonable steps to preserve the confidentiality of the information set forth in any filings.

HSR Filings. The Parties shall each, as As promptly as practicable after the Execution Datedate of ----------- this Agreement, file or cause each of the parties hereto will make filings required by the HSR Act, if any, to be filed with the U.S. Federal Trade Commission and the U.S. Department of Justice any notifications required made by it in order to be filed under the HSR Act (the “HSR Filings”) with respect to consummate the transactions contemplated hereby; provided that hereby and required in connection with the Parties shall each make the HSR Filing within [**] after the Execution Date. The Parties shall use their reasonable best efforts conversion of Class C Common Stock to respond promptly to any requests for additional information made by such agenciesClass A Common Stock, and to cause each party hereto will cooperate with the waiting period (and other party hereto in connection with any extension thereof) under the HSR Act to terminate or expire at the earliest possible date after the date of filing, including such filings required by requesting early termination of the waiting period. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filing; and Sanofi shall be responsible for paying the filing fee required under the HSR Act. Notwithstanding anything to the contrary contained herein, nothing in this Agreement will require any Person, whether pursuant to an order of the Federal Trade Commission or the United States Department of Justice or otherwise, to dispose of any assets, lines of business or equity interests, or otherwise take any action that would materially affect its business, in order to obtain the consent of the Federal Trade Commission or the United States Department of Justice to the contrary, transactions contemplated by this Agreement (other than this Article 12 and Section 10.3, which are binding and effective as Agreement. Each of the Execution Date) parties hereto shall become effective (unless terminated prior to such date) [**] after promptly provide the expiration or earlier termination of the waiting period other party (or its counsel) copies of all filings made and any extension thereofmaterials submitted in connection with the HSR Act. The Class C Common Stock issued to Purchaser (i) may be converted by Purchaser into Class A Common Stock only if all consents, approvals or authorizations of, or declarations to or filings with, any governmental authority, including, without limitation, filings required under the HSR (Act, if any, and the date that is [**] after such termination or expiration or earlier termination, the “Effective Date”). Subject to the foregoing sentence, upon the Effective Date the full Agreement and all its terms and provisions shall be automatically effective and binding on both Parties. If, on the [**] after the date of filing any applicable waiting period under the HSR Act Act, as may be required for such conversion have been obtained or made, as the waiting period (and any extension thereof) required thereunder has not expired or been terminatedcase may be, either Party shall have the right, on written notice to the other Partyreasonable satisfaction of the Company and (ii) shall be converted by Purchaser at such time. If Purchaser informs the Company in writing within five (5) business days prior to the Closing that none of the consents, to terminate this Agreementapprovals, authorizations or filings described in clause (i) of the immediately preceding sentence are required, then the Company shall sell, and upon receipt the Purchaser shall purchase hereunder, shares of such notice by such other PartyClass A Common Stock in lieu of the shares of Class C Common Stock described in Section 1B above, and this Agreement Section 5 shall be null and void and have no further force and effectlonger ---------- --------- apply.

HSR Filings. The Parties shall eachEach of the parties hereto covenants and agrees to use its reasonable commercial efforts to comply promptly with any applicable requirements under the HSR Act, as promptly as practicable after and rules and regulations promulgated thereunder, relating to filing and furnishing of information to the Execution DateFederal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), file the parties' actions to include, without limitation, (a) filing or cause causing to be filed with the U.S. Federal Trade Commission Notification and Report (the U.S. Department of Justice any notifications "HSR Report") required to be filed under by them, or by any other person that is part of the same "person" (as defined in the HSR Act Act) or any of them, and taking all other action required by the HSR Act; (b) coordinating the “filing of such HSR Filings”Reports (and exchanging drafts thereof) with respect so as to present both HSR Reports to the transactions contemplated hereby; provided that FTC and the Parties shall each make the HSR Filing DOJ within [**] after the Execution Date. The Parties shall use their reasonable best efforts to respond promptly to any requests for additional information made by such agencies, and to cause the waiting period (and any extension thereof) under the HSR Act to terminate or expire at the earliest possible date 10 business days after the date of filingexecution of this Agreement, including by requesting early termination or as soon thereafter as reasonably practicable, and to avoid substantial errors or inconsistencies between the two in the description of the waiting period. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filingtransaction; and Sanofi shall be responsible (c) using their reasonable commercial efforts to comply with any additional request for paying documents or information made by the filing fee required under FTC or the HSR ActDOJ or by a court and assisting the other party to so comply. Notwithstanding anything in this Agreement herein to the contrary, in the event that the consummation of the transactions contemplated under this Agreement (other than this Article 12 and Section 10.3is challenged by the FTC, which are binding and effective as the DOJ or any agency or instrumentality of the Execution Date) federal government by an action to stay or enjoin such consummation, then the parties shall become effective (unless terminated prior cooperate with each other, as reasonably requested, until either party does not reasonably believe that there are reasonable grounds to contest such date) [**] after the expiration or earlier termination of the waiting period (or any extension thereof) under the HSR (the date that is [**] after action, at which time such expiration or earlier termination, the “Effective Date”). Subject to the foregoing sentence, upon the Effective Date the full Agreement and all its terms and provisions shall be automatically effective and binding on both Parties. If, on the [**] after the date of filing under the HSR Act the waiting period (and any extension thereof) required thereunder has not expired or been terminated, either Party party shall have the rightright to terminate this Agreement and the Ancillary Agreements, on unless the other party, at its sole cost and expense, elects to contest such action, in which case the noncontesting party shall cooperate with the contesting party and assist the contesting party, as reasonably requested, to contest such action until such time as any party terminates this Agreement under this Section. In the event that a stay or injunction is granted (preliminary or otherwise), then either party may terminate this Agreement by prompt written notice to the other. If any other form of equitable relief affecting any party is granted to the FTC, the DOJ or other such agency or instrumentality, then the noncontesting party may terminate this Agreement by prompt written notice to the other Party, party. Upon any termination pursuant to terminate this Section 6.4 other than as a result of a breach of this Agreement, and upon receipt of such notice by such no party shall have any further obligation or liability to the other Party, party under this Agreement shall be null or the Ancillary Agreements. To effectuate the intent of the foregoing provisions of this Section 6.4, the parties agree to exchange requested or required information in making the filings and void in complying as above provided, and have no further force and effectthe parties agree to take all reasonable steps to preserve the confidentiality of the information set forth in any filings.

HSR Filings. The Parties shall each, (a) Each party hereto represents that it has made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions and agrees to supply as promptly as practicable after any additional information and documentary material that may be requested pursuant to the Execution DateHSR Act by the Federal Trade Commission or the Antitrust Division of the Department of Justice. Each party shall use commercially reasonable efforts to take, file or cause to be filed taken, all other actions consistent with this Section 7.5 necessary, proper or advisable to cause the U.S. Federal Trade Commission and expiration or termination of the U.S. Department of Justice any notifications required to be filed applicable waiting period under the HSR Act (the “HSR Filings”) with respect to the transactions contemplated hereby; provided that the Parties as soon as practicable. Buyer shall each not make the HSR Filing within [**] after the Execution Date. The Parties shall use their reasonable best efforts to respond promptly or consent to any requests for additional information made by such agencies, and to cause the voluntary extension of any statutory deadline or waiting period (and or to any extension thereof) under voluntary delay of the HSR Act to terminate or expire consummation of the Transactions at the earliest possible date after behest of any Governmental Authority, or take any other action with that would reasonably be expected to hinder or delay the date of filing, including by requesting early expiration or termination of the any waiting period. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filing; and Sanofi shall be responsible for paying the filing fee required period under the HSR Act, without the consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Agreement to the contrary, including this Agreement (Section 7.5, in no event shall any party be obligated to agree to any restriction or modification, or take any action or enter into any settlement or other than this Article 12 and Section 10.3agreement or binding arrangement to sell, which are binding and effective as hold, separate or otherwise dispose of any party’s assets, suggested or requested by any Governmental Authority in order to facilitate the Execution Date) shall become effective (unless terminated prior receipt of any required consents from such Governmental Authority in order to such date) [**] after consummate the expiration or earlier termination of the waiting period (or any extension thereof) under the HSR (the date that is [**] after such expiration or earlier termination, the “Effective Date”)Transactions. Subject to the foregoing sentence, upon the Effective Date the full Agreement and all its terms and provisions Buyer shall be automatically effective and binding on both Parties. If, on the [**] after the date of responsible for all filing fees under the HSR Act and under any such other Laws or regulations applicable to Buyer or the waiting period Company. (b) The parties will consult and any extension thereof) required thereunder has not expired or been terminatedcooperate with one another, either Party shall have and consider in good faith the rightviews of one another, on written notice in connection with, and provide to the other Partyin advance (to the extent legally permissible), any analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the review under the HSR Act. Without limiting the generality of the foregoing, the parties agree, except as prohibited or restricted by applicable Law, to terminate this Agreement(i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the HSR Act and an opportunity to participate in each of such meetings, (ii) give each other reasonable advance notice of all substantive oral communications with any Governmental Authority relating to the HSR Act, (iii) if any Governmental Authority initiates a substantive oral communication relating to the HSR Act, promptly notify the other party of the substance of such communication, and (iv) provide each other with a reasonable advance opportunity to review and comment upon receipt all written communications with, and provide each other with copies of such notice all written communications from, any Governmental Authority relating to the HSR Act. Any disclosures or provision of copies by such one party to the other Partymay be made on an outside counsel basis, this Agreement shall be null and void and have no further force and effectif appropriate.

HSR Filings. The Parties shall eachEach of HEC and Xxxxxxx will, as promptly as practicable within ten (10) Business Days after the Execution Date, Effective Date (or such later time as may be agreed to in writing by the Parties) file or cause to be filed with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any notifications HSR Filing required to be filed of it under the HSR Act (in the “HSR Filings”) reasonable opinion of either Party with respect to the transactions contemplated hereby; provided that the Parties shall each make the HSR Filing within [**] after the Execution Dateby this Agreement. The Parties shall use their reasonable best efforts cooperate with one another to respond promptly to the extent necessary in the preparation of any requests for additional information made by such agencies, and to cause the waiting period (and any extension thereof) under the HSR Act to terminate or expire at the earliest possible date after the date of filing, including by requesting early termination of the waiting periodFiling. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filing; and Sanofi shall be responsible for paying its own costs, expenses, and filing fees associated with any HSR Filing; provided, however, the filing fee Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any governmental authority in connection with making any such HSR Filing. In the event that the Parties make an HSR Filing under the HSR Act. Notwithstanding anything in this Agreement to the contrarySection 11.7(b), this Agreement shall terminate (other than this Article 12 and Section 10.3i) at the election of either Party, which are binding and effective as of the Execution Date) shall become effective (unless terminated prior to such date) [**] after the expiration or earlier termination of the waiting period (or any extension thereof) under the HSR (the date that is [**] after such expiration or earlier termination, the “Effective Date”). Subject to the foregoing sentence, immediately upon the Effective Date the full Agreement and all its terms and provisions shall be automatically effective and binding on both Parties. If, on the [**] after the date of filing under the HSR Act the waiting period (and any extension thereof) required thereunder has not expired or been terminated, either Party shall have the right, on written notice to the other Party, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to terminate enjoin the transactions contemplated by this Agreement, and or (ii) at the election of either Party, immediately upon receipt of such notice by such to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to two hundred seventy (270) days after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 11.7(b), none of the terms and conditions contained in this Agreement shall be null effective until the “Implementation Date,” which is agreed and void understood to mean the later of (A) the Effective Date, (B) if a determination is made pursuant to this Section 11.7(b) that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of this Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement have expired or have been terminated; and have no further force (y) “HSR Filing” means a filing by HEC and effectXxxxxxx with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in this Agreement, together with all required documentary attachments thereto.

HSR Filings. The Parties In the event that the Purchaser reasonably believes that the filing of a Notification and Report Form pursuant to the HSR Act (as defined below) is required with respect to the exchange of the Purchased Notes or the conversion of the Purchased Notes or the Series A Preferred Stock, the Company shall each, use its reasonable best efforts to cooperate with the Purchaser (including by making such filing and supplying as promptly as reasonably practicable after any information and documentary material that may be requested pursuant to the Execution HSR Act) to permit such exchange or conversion. For the avoidance of doubt, in the event of the conversion of the Purchased Notes or the Series A Preferred Stock, until the HSR Date (as defined below), Purchaser (if an HSR Holder) shall only be entitled to vote a number of shares of Common Stock on any matters relating to the election, designation, removal or replacement of members of the Board of Directors to the extent that such number of shares of Common Stock together with such HSR Holder’s other shares of Common Stock and any other securities of the Company that vote on any matters relating to the election, designation, removal or replacement of members of the Board of Directors does not exceed the HSR Amount in the aggregate. For purposes of this Section 9(b), (A) “HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations, (B) “HSR Amount” means the number of voting securities of the Company that may be obtained by an Acquiring Person (as defined by the HSR Act, including the ultimate parent entity and all entities included within it, and taking into account any applicable exemptions) prior to the HSR Date, file or cause without incurring a notification obligation under the HSR Act, with the number and class(es) of voting securities constituting the HSR Amount to be filed determined by the HSR Holder in consultation with its legal counsel, (C) “HSR Date” means the U.S. Federal Trade Commission and the U.S. Department of Justice any notifications required to be filed date on which all applicable approvals, clearances or waiting periods under the HSR Act (the if any) shall have been obtained, expired or been terminated and (C) “HSR Filings”) with respect to the transactions contemplated hereby; provided Holder” means a shareholder that the Parties shall each make the HSR Filing within [**] after the Execution Date. The Parties shall use their reasonable best efforts to respond promptly to any requests for additional information made by such agencies, and to cause the waiting period is an Acquiring Person (and any extension thereof) under the HSR Act to terminate or expire at the earliest possible date after the date of filing, including by requesting early termination of the waiting period. Each Party is responsible for the costs and expenses of its own legal and other advice in preparing its HSR Filing; and Sanofi shall be responsible for paying the filing fee required as defined under the HSR Act. Notwithstanding anything in this Agreement ) whose ability to the contrary, this Agreement (other than this Article 12 and Section 10.3, which are binding and effective as acquire voting securities of the Execution Date) shall become effective (unless terminated prior to such date) [**] after the expiration or earlier termination Company in excess of the waiting period (or any extension thereof) under the HSR (the date that Amount is [**] after such expiration or earlier termination, the “Effective Date”). Subject to the foregoing sentence, upon the Effective Date the full Agreement and all its terms and provisions shall be automatically effective and binding on both Parties. If, on the [**] after the date of filing under restricted by the HSR Act the waiting period (and any extension thereof) required thereunder has not expired or been terminated, either Party shall have the right, on written notice prior to the other Party, to terminate this Agreement, and upon receipt of such notice by such other Party, this Agreement shall be null and void and have no further force and effectHSR Date.